Mr. Ryan Jackson reports

CIELO WASTE SOLUTIONS RECEIVES SHAREHOLDER MEETING REQUISITION

Cielo Waste Solutions Corp. has received a shareholder meeting requisition notice pursuant to Section 167(1) of the Business Corporations Act (British Columbia) from Expander Energy Inc., the company's largest shareholder, which holds in excess of 5 per cent of the issued common shares of the company. This follows Cielo's announcement of April 1, 2025, of its intention to hold an annual general meeting in June, 2025, in accordance with applicable corporate laws.

The annual general and special shareholder meeting is being requisitioned by Expander to consider: (a) the fixing of the board of directors of Cielo at five; (b) the removal of all of the directors of the company; (c) the election of five nominees of Expander, namely Larry B. Haggar, Nick Lenstra, PEng, John G.F. McLeod, PEng, James H. Ross, and G. Steven Price, PEng; (d) the reappointment of MNP LLP as the auditor of Cielo; (e) the reapproval of the company's incentive plan; and (f) the authorization of Expander to become a control person of Cielo within the meaning of the policies of the TSX Venture Exchange. To the company's knowledge, the nominees are all current or former directors, officers and/or significant shareholders of Expander.

The company is reviewing the requisition, with the assistance of its professional advisers, and will respond appropriately in due course. The company intends to comply with its obligations under applicable corporate and securities laws. In the meantime, there is no need for shareholders to take any action.

Cielo's chief executive officer, Ryan C. Jackson, commented: "The company appreciates the ongoing support from our shareholders. It is unfortunate that Expander has chosen to escalate its demands in this manner rather than engage in constructive dialogue with the company, despite our attempts to do so. As we'd disclosed, we have taken steps to initiate the dispute resolution process with Expander and believe that that is the appropriate forum to address the concerns of both Cielo and Expander."

In Cielo's view, Expander mistakenly attributes the decline in Cielo's share price is due solely to the current board while ignoring broader market conditions, industry challenges and the deliberate transformation efforts under way to reposition the company for sustainable growth. Cielo's leadership team has been executing a turnaround strategy, and the board remains confident in the company's long-term potential.

As they have in the past, Cielo's board and management team welcome the perspectives of its shareholders and endeavours to make themselves available for continuing dialogue about the company's governance, performance and strategic direction. The board and management team will continue to prioritize good governance, perform their duties in the best interest of Cielo and remain focused on delivering long-term value.

About Cielo Waste Solutions Corp.

Cielo Waste Solutions is a publicly traded company focused on transforming waste materials into renewable diesel, kerosene and naphtha fuels. Through its proprietary technology, Cielo aims to provide environmentally friendly alternatives to traditional fossil fuels, contributing to a circular economy and a sustainable future.

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